SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the Quarterly Period Ended March 31, 2000

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the transition period _____________ to _______________

                         Commission File Number 1-12902


                       FRONTIER ADJUSTERS OF AMERICA, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Arizona                                      86-0477573
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                    45 East Monterey Way, Phoenix, AZ  85012
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (602) 264-1061
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.  Yes [X] No [ ]

Number of shares of Common Stock outstanding on May 10, 2000           8,957,660
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                       FRONTIER ADJUSTERS OF AMERICA, INC.
                                AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                 March 31, 2000   June 30, 1999
                                                 --------------   -------------
                                                   (unaudited)         (*)
                                     ASSETS
CURRENT ASSETS
  Cash and cash equivalents                        $ 2,159,691     $  6,892,851
  Receivables                                        1,061,968        1,603,756
  Prepaid expenses                                     171,593          344,041
  Other                                                278,336          298,214
                                                   -----------     ------------
       TOTAL CURRENT ASSETS                          3,671,588        9,138,862
                                                   -----------     ------------

PROPERTY AND EQUIPMENT                               2,636,609        2,540,219
  Less accumulated depreciation
    and amortization                                (1,003,541)        (931,283)
                                                   -----------     ------------
                                                     1,633,068        1,608,936
                                                   -----------     ------------
OTHER ASSETS
  Cost of subsidiary in excess of
    net tangible assets acquired                       213,817          213,817
  Less accumulated amortization                       (183,173)        (181,440)
                                                   -----------     ------------
                                                        30,644           32,377
  Receivables (long-term)                              310,000          350,000
  Investments (long-term)                              635,466          685,148
  Other                                                245,093          303,661
                                                   -----------     ------------
                                                     1,221,203        1,371,186
                                                   -----------     ------------
       TOTAL ASSETS                                $ 6,525,859     $ 12,118,984
                                                   ===========     ============

                                  LIABILITIES
CURRENT LIABILITIES
  Accounts payable                                 $    28,787     $     28,005
  Accrued expenses                                     179,774          404,325
  Franchisee/licensee remittance payable               131,560          552,946
  Service fees due to UFAC                             120,000           50,000
  Distribution payable                                      --        5,918,475
  Other                                                136,798          111,600
                                                   -----------     ------------
       TOTAL CURRENT LIABILITIES                       596,919        7,065,351
                                                   -----------     ------------

STOCKHOLDERS' EQUITY
  Common stock                                          90,191           90,191
  Additional paid in capital                         2,104,413        2,104,426
  Treasury stock                                      (184,068)        (184,368)
  Other                                                 24,776           20,653
  Retained earnings                                  3,893,628        3,022,731
                                                   -----------     ------------
                                                     5,928,940        5,053,633
                                                   -----------     ------------
  TOTAL LIABILITIES & STOCKHOLDERS' EQUITY         $ 6,525,859     $ 12,118,984
                                                   ===========     ============

* Condensed from audited financial statements.

   The accompanying notes are an integral part of these condensed statements.

                                        2
<PAGE>
                       FRONTIER ADJUSTERS OF AMERICA, INC.
                                AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (unaudited)

<TABLE>
<CAPTION>
                                                Nine Months Ended            Three Months Ended
                                                    March 31,                     March 31,
                                             ------------------------      ------------------------
                                                2000          1999            2000          1999
                                             ----------    ----------      ----------    ----------
<S>                                          <C>           <C>             <C>           <C>
REVENUE
 Continuing licensee and franchisee fees     $3,842,175    $3,670,645      $1,256,489    $1,212,145
 Adjusting fees                                 882,979     1,059,009         225,609       360,027
                                             ----------    ----------      ----------    ----------
                                              4,725,154     4,729,654       1,482,098     1,572,172
                                             ----------    ----------      ----------    ----------
COST AND EXPENSES
 Compensation and employee benefits           1,682,283     2,108,759         396,282       690,975
 Office                                         306,702       316,169          89,176       120,134
 Advertising and promotion                      117,312       207,497          51,505        98,707
 Depreciation and amortization                  166,168       198,064          51,217        70,577
 Provision for doubtful accounts                227,203       152,845          91,365        56,845
 Services performed by UFAC                     270,000            --         120,000            --
 Other                                          644,950       778,003         214,809       222,361
                                             ----------    ----------      ----------    ----------
                                              3,414,618     3,761,337       1,014,354     1,259,599
                                             ----------    ----------      ----------    ----------
INCOME FROM OPERATIONS                        1,310,536       968,317         467,744       312,573
                                             ----------    ----------      ----------    ----------
OTHER INCOME
 Interest income                                 94,346        86,848          37,973        29,573
 Other (Net)                                     33,727        12,138           3,706         5,805
                                             ----------    ----------      ----------    ----------
 TOTAL OTHER INCOME                             128,073        98,986          41,679        35,378
                                             ----------    ----------      ----------    ----------
 INCOME BEFORE INCOME TAXES                   1,438,609     1,067,303         509,423       347,951

INCOME TAXES                                    567,712       423,672         204,926       139,735
                                             ----------    ----------      ----------    ----------
 NET INCOME                                  $  870,897    $  643,631      $  304,497    $  208,216
                                             ==========    ==========      ==========    ==========
EARNINGS PER SHARE
 Basic                                       $      .10    $      .14      $      .03    $      .05
                                             ==========    ==========      ==========    ==========
 Diluted                                     $      .10    $      .14      $      .03    $      .05
                                             ==========    ==========      ==========    ==========
WEIGHTED AVERAGE SHARES OUTSTANDING
 Basic                                        8,957,561     4,605,358       8,957,564     4,605,358
                                             ==========    ==========      ==========    ==========
 Diluted                                      8,957,561     4,606,776       8,957,564     4,605,784
                                             ==========    ==========      ==========    ==========
</TABLE>
   The accompanying notes are an integral part of these condensed statements.

                                        3
<PAGE>
                       FRONTIER ADJUSTERS OF AMERICA, INC.
                                AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (unaudited)

<TABLE>
<CAPTION>
                                               Nine Months Ended          Three Months Ended
                                                   March 31,                  March 31,
                                              --------------------       --------------------
                                                2000        1999           2000        1999
                                              --------    --------       --------    --------
<S>                                           <C>         <C>            <C>         <C>
NET INCOME                                    $870,897    $643,631       $304,497    $208,216
OTHER COMPREHENSIVE INCOME, NET OF TAX:
 Foreign currency translation adjustment         4,123          --            350          --
 Unrealized gain (loss) on securities               --       3,406             --       3,222
                                              --------    --------       --------    --------
                                                 4,123       3,406            350       3,222
                                              --------    --------       --------    --------
COMPREHENSIVE INCOME                          $875,020    $647,037       $304,847    $211,438
                                              ========    ========       ========    ========
</TABLE>

The accompanying notes are an integral part of these condensed statements.

                                        4
<PAGE>
                       FRONTIER ADJUSTERS OF AMERICA, INC.
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

                    NINE MONTHS ENDED MARCH 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                    2000                1999
                                                                 -----------         -----------
<S>                                                              <C>                 <C>
NET INCOME                                                       $   870,897         $   643,631
                                                                 -----------         -----------
Adjustments to reconcile net income to net cash provided
 by operating activities:
 Depreciation and amortization:
   Operations                                                        166,168             198,064
   Other                                                                  --                 546
 (Gain) on sale of investments                                       (13,494)                 --
 Loss on disposition of property and equipment                         5,340               3,640
 (Gain) on sale of license                                              (267)                 --
 Allowance for doubtful accounts                                     227,203             152,845
Change in assets and liabilities:
 (Increase) decrease in:
  Receivables                                                         91,411             (80,127)
  Prepaid expenses                                                   172,448              60,254
  Other                                                                  962              70,532
 Increase (decrease) in:
  Accounts payable                                                       782              10,388
  Accrued expenses                                                  (224,551)           (106,921)
  Franchisee and licensee remittance payable                        (421,386)             92,457
  Service fees due to UFAC                                            70,000                  --
  Other                                                               22,509              20,907
                                                                 -----------         -----------
Total adjustments                                                     97,125             422,585
                                                                 -----------         -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                            968,022           1,066,216
                                                                 -----------         -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                                               (140,943)           (132,749)
 Investments purchased                                                    --          (2,970,329)
 Proceeds on sale of fixed assets                                      1,209              26,761
 Proceeds from sales of investments                                   63,494           3,000,000
 Proceeds from sale of intangible assets                             267,629                  --
 License acquisition                                                      --            (150,000)
 Payments on license acquisition                                     (13,615)            (33,462)
 Advances to licensees and franchisees                            (2,837,412)         (3,180,151)
 Collections of advances to licensees and franchisees              2,869,832           3,253,774
                                                                 -----------         -----------
      NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES            210,194            (186,156)
                                                                 -----------         -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Cash dividends                                                   (5,918,475)           (172,701)
 Proceeds from sales of stock                                            287                  --
                                                                 -----------         -----------
      NET CASH  (USED IN) FINANCING ACTIVITIES                    (5,918,188)           (172,701)
       EFFECT OF EXCHANGE RATE CHANGES ON CASH                         6,812                  --
                                                                 -----------         -----------
NET INCREASE (DECREASE) IN CASH                                   (4,733,160)            707,359
 Cash at beginning of the period                                   6,892,851             929,364
                                                                 -----------         -----------
 Cash at the end of the period                                   $ 2,159,691         $ 1,636,723
                                                                 ===========         ===========
Supplemental disclosures of cash flow information
Cash paid during the period
 Income taxes                                                    $   569,903         $   313,215
 Interest                                                        $     1,127         $     1,538
</TABLE>
   The accompanying notes are an integral part of these condensed statements.

                                        5
<PAGE>
                       FRONTIER ADJUSTERS OF AMERICA, INC.
                                AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

(1)  BASIS OF PRESENTATION

     The  financial  information  included  herein is unaudited;  however,  such
     information reflects all adjustments (consisting solely of normal recurring
     adjustments) which are, in the opinion of management,  necessary for a fair
     statement of results of operations for the interim periods.

     The results of operations  for the three and nine month periods ended March
     31, 2000 are not  necessarily  indicative of the results to be expected for
     the full year.

(2) REPORTABLE SEGMENTS

     Financial information with respect to the Company's reportable segments for
     the nine and three months ended March 31, 2000 and 1999 is as follows:

Nine months ended            Las Vegas/Henderson   Corporate and
March 31, 2000               and Tucson Offices   Phoenix Office   Consolidated
--------------               ------------------   --------------   ------------
Revenue                           $ 323,441         $4,401,713      $4,725,154

Depreciation and Amortization        25,977            140,191         166,168
Interest Income                          --             94,346          94,346
Segment Net Income (Loss)            (2,911)           873,808         870,897
Expenditures for Segment Assets          --            140,943         140,943
Segment Assets                    $  95,815         $6,412,336      $6,508,151

Nine months ended
March 31, 1999
--------------
Revenue                           $ 323,072         $4,406,582      $4,729,654
Depreciation and Amortization        25,698            172,366         198,064
Interest Income                          --             86,848          86,848
Segment Net Income                    8,756            634,875         643,631
Expenditures for Assets              18,545            114,204         132,749
Segment Assets                    $ 147,487         $8,113,160      $8,260,647

Three months ended
March 31, 2000
--------------
Revenue                           $  76,302         $1,405,796      $1,482,098
Depreciation and Amortization         4,620             46,597          51,217
Interest Income                          --             37,973          37,973
Segment Net Income (Loss)            (8,543)           313,040         304,497
Expenditures for Segment Assets          --             23,830          23,830

                                        6
<PAGE>
Three months ended            Las Vegas/Henderson   Corporate and
March 31, 1999                and Tucson Offices   Phoenix Office   Consolidated
--------------                ------------------   --------------   ------------
Revenue                           $  93,531         $1,478,641      $1,572,172
Depreciation and Amortization         4,909             65,668          70,577
Interest Income                          --             29,573          29,573
Segment Net Income                   15,515            192,701         208,216
Expenditures for Assets                  --             15,558          15,558

     On January 1, 2000, the Company sold its Tucson,  Arizona location to a new
     franchisee.  Revenue and  expenses  from the Tucson  location for the three
     months  ended March 31, 2000,  are the result of run-off  business and will
     continue to decline in the future.

(3) EARNINGS PER SHARE

     The effect of 99,900  stock  options is not  included in the  earnings  per
     share calculation because they are antidilutive.

(4) DEFERRED GAIN ON SALE OF FRANCHISES

     On January 1, 2000,  the Company sold its Tucson,  Arizona  office to a new
     franchisee  for $167,629  resulting in a deferred gain of $156,021.  During
     the three  months  ended  March  31,  2000,  the  Company  also sold  three
     franchises located in the Chicago,  Illinois area for $25,000 per franchise
     that  resulted in an  aggregate  deferred  gain of $75,000.  The Company is
     collecting   the  proceeds  from  these  sales  by  deducting  a  specified
     percentage of the franchisees' weekly remittances to be applied against the
     sales price until paid in full.  The deferred gains  associated  with these
     sales are netted against the receivable for balance sheet  presentation and
     are recorded as a gain on sale of assets when received.  On March 31, 2000,
     the aggregate deferred gain netted against receivables was $230,754.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

The  statements  contained  in this  Report  on Form  10-Q  that are not  purely
historical are forward looking  statements  within the meaning of Section 27A of
the  Securities  Act of 1933,  as amended,  and  Section  21E of the  Securities
Exchange Act of 1934, as amended,  including  statements regarding the Company's
"expectations",    "anticipation",    "hopes",   "intentions",   "beliefs",   or
"strategies" regarding the future. Forward looking statements include statements
regarding revenue,  margins,  expenses, and earnings analysis with regard to the
Company  or with  regard to the  Company's  licensees  and  franchisees  for the
remainder  of fiscal  2000 and  thereafter;  improvement  of,  and growth in the
number of, licensees and  franchisees;  future spending on marketing and product
development strategy; statements regarding the outcome of litigation; the merger
transaction  with  United  Financial  Adjusting  Company  described  below,  and
liquidity and anticipated availability of cash for operations,  acquisitions, or
payment of dividends.  All forward looking statements  included in this document
are based on  information  available  to the Company on the date of this report,
and the  Company  assumes  no  obligation  to update  any such  forward  looking
statement.  It is  important to note that the  Company's  actual  results  could
differ  materially  from those in such  forward  looking  statements.  Among the
factors that could cause  actual  results to differ  materially  are the factors
discussed in this report and any other  reports on file with the SEC,  including
but not  limited to the extent and  nature of natural  disasters  in  geographic
areas  serviced by the Company or by its licensees and  franchisees;  management
decisions by insurance  companies and  self-insureds to increase or decrease the
degree to which they contract for services offered by the Company, its licensees
or  franchisees;  the  Company's  ability to identify and attract new  qualified
licensees  and  franchisees;  the  success  of  the  Company's  promotional  and
marketing  programs;  the  Company's  ability  to  successfully  manage  offices
reacquired from existing licensees and franchisees;  and uninsured liability for
acts or omissions of the Company's employees, licensees, or franchisees.

                                        7
<PAGE>
In March of 2000, the Company's board of directors  agreed in principle to enter
into a transaction whereby the Company will exchange a net of approximately 11.5
million shares of its common stock for all of the issued and outstanding  shares
of stock of United Financial Adjusting Company ("UFAC") and its subsidiaries, JW
Software, Inc. ("JW"), and DBG Technologies,  Inc. ("DBG"). Upon consummation of
the proposed  transaction,  the Company will merge with UFAC and will become the
parent of JW and DBG. The merger will be accounted for similarly to a pooling of
interest  since the  entities  are under  common  control,  to the extent of the
common ownership. The assets and liabilities of these companies will be recorded
at  their  fair  value to the  extent  of the  ownership  interest  by  minority
stockholders and at the historical cost for the ownership  interest under common
control.

UFAC is an insurance claim management  services company, JW develops and markets
claim management software,  and DBG develops and markets  internet-based systems
and web sites.

Netrex Holdings LLC ("Netrex")  currently owns all of the outstanding  shares of
stock in UFAC which holds approximately 59% of the Company's  outstanding common
stock. Consequently,  after the planned transaction is consummated, Netrex would
own  approximately  16.4 million  shares of the  Company's  stock,  representing
approximately 82% of the Company's outstanding stock.

The proposed  transaction  is subject to,  among other  things,  additional  due
diligence  by the parties and  execution  of mutually  satisfactory  agreements.
Assuming a definitive agreement is reached, the transaction will also be subject
to  approval  by the  shareholders  of the  Company  and UFAC and the  necessary
regulatory and stock exchange  approvals.  In connection with this  transaction,
the Company will change its name to "Netrex Business Services Inc.". The Company
will continue to operate the franchised and licensed claims  adjusting  business
under the Frontier name.

FINANCIAL CONDITION

The Company has  historically  financed its growth and on going  operations with
cash  generated  from  operations.  In the nine months ended March 31, 2000, the
Company's operations generated $968,000 in cash.

During  the nine  months  ended  March  31,  2000,  the most  significant  items
affecting cash generated by the Company's operations are net income of $871,000,
a $421,000 decrease in franchisee and licensee remittance payable,  the $225,000
decrease  in accrued  expenses,  and the  provision  for  doubtful  accounts  of
$227,000.   The  Company,   pursuant  to  agreements   with  its  licensees  and
franchisees,   acts  as  a  collection  agent  for  all  of  its  licensees  and
franchisees.   The  Company  remits  to  its  licensees  and   franchisees   the
collections,  less the  ongoing  license/franchise  fee and any  amounts due the
Company, such as loan repayments and errors and omissions insurance premium. The
day of the week that the  Company's  fiscal period ends,  therefore,  can have a
significant  effect on the  reported  amount  that is due to the  licensees  and
franchisees. As March 31, 2000, fell one day after the collections were remitted
to licensees and franchisees,  the Company's remittance payable was $132,000. In
comparison,  the Company's  financial  statements  as of June 30, 1999,  reflect
collections for four days of $553,000.  The decrease in accrued expenses results
from the payout of employee  benefits  and bonuses  during the first  quarter of
fiscal 2000. The increase in allowance for doubtful accounts is due to the aging
of larger  balanced loans given to franchisees  and licensees as compared to the
same period of the prior fiscal year.

The Company  anticipates  that during fiscal 2000 its  operations  will generate
sufficient cash to fund its operations and equipment  acquisitions.  Through its
capital investment program,  the Company replaces obsolete or outdated equipment
and invests in new  equipment  and  furnishings  to  maintain  or  increase  the
productivity of the Company and its employees. The Company anticipates investing
between  $200,000  to  $300,000 in fiscal  2000 for  equipment  and  furnishings
pursuant to its capital investment program.

In June 1999,  a  complaint  was filed in the United  States  District  Court in
Nebraska against multiple defendants including the Company. The complaint arises
from the alleged  embezzlement  by a former  licensee in connection  with claims
services provided for the benefit of the plaintiff.  The complaint seeks damages
of at least $1,800,000 from the Company. As the lawsuit is still in its earliest
phase,  the Company cannot yet assess the merits of the complaint or the effects
this litigation will have on the Company. For further discussion,  see "Part II,
Item 1 - Legal Proceedings".

                                        8
<PAGE>
The Company's ratio of current assets to current liabilities was 6.15 to 1 as of
March 31, 2000 and 1.29 to 1 as of June 30, 1999.  The increase is primarily the
result of the decreases in dividend payable and franchisee/  licensee remittance
payable at March 31, 2000, as compared to June 30, 1999.

RESULTS OF OPERATIONS - NINE MONTHS ENDED MARCH 31, 2000 COMPARED TO NINE MONTHS
ENDED MARCH 31, 1999

REVENUE

The Company's  revenue  decreased  $5,000 to  $4,725,000  during the nine months
ended March 31,  2000 from  $4,730,000  in the same  period of the prior  fiscal
year.  This  decrease  represents a decrease of $176,000 in  adjusting  and risk
management  fees  and  an  increase  of  $171,000  in  continuing  licensee  and
franchisee fees.

The decrease of $176,000 in adjusting and risk  management  fees from $1,059,000
in the nine months  ended March 31, 1999 to $883,000  for the nine months  ended
March 31, 2000 represents a 16.6% decrease.  The company experienced an increase
of $17,000 in adjusting fees in its Las Vegas/Henderson office, and decreases of
$58,000 and  $132,000  in  adjusting  fees from the Tucson and Phoenix  offices,
respectively.   The   remainder  of  the  decrease,   $3,000,   is  due  to  the
discontinuation  of risk  management  services  provided by the  Company's  home
office.

The increase in the Las  Vegas/Henderson  office is  primarily  the result of an
increase  in storms this fiscal year as compared to the same period of the prior
year. The decrease in the Phoenix office mainly relates to the loss of a client.
The  decrease in the Tucson  office is the result of the  Company's  sale of the
Tucson office to a new franchisee on January 1, 2000.

The Company's  revenue from  continuing  licensee and franchisee  fees increased
4.7% or $171,000  from  $3,671,000  in the nine  months  ended March 31, 1999 to
$3,842,000 in the nine months ended March 31, 2000.  This increase  reflects the
benefit to the Company's  licensees and  franchisees  from an increase in claims
assignments from insurance companies and self-insureds.

The Company's  revenue is affected by numerous matters  including the work loads
of other companies and claims presented by their clients. Therefore, the Company
is unable to project  its future  revenue.  The Company  has  historically  seen
growth in the licensee and franchisee  fees paid.  However,  during fiscal 1998,
the Company  experienced a decrease in revenue due primarily to the phase out of
a business relationship with its then major client. The Company has responded to
the loss of revenue by  continuing  to develop  and  implement  sales  marketing
efforts to take  advantage  of its  geographic  diversity  as well as the unique
strengths of its individual licensees and franchisees. The Company's revenue did
recover in fiscal 1999, to an amount  comparable  to that of fiscal 1997,  which
was prior to the loss of the  client,  and the  Company  hopes to see  continued
growth in licensee and franchisee fees paid from other sources.

COMPENSATION AND FRINGE BENEFITS

Compensation and fringe benefits represent  approximately 49.3% of the Company's
costs and  expenses  and  represent  the largest  single item of expense.  These
expenses  decreased  20.2% or $427,000 from  $2,109,000 in the nine months ended
March 31, 1999 to $1,682,000  in the current nine month period.  The decrease is
the result of the retirement of William J. Rocke, former CEO and former Chairman
of the Board, and Jean E. Ryberg, former President, on June 30, 1999. Certain of
the  services  provided by Mr.  Rocke and Mrs.  Ryberg are now  provided by UFAC
pursuant to a service agreement between the Company and UFAC.  Charges for these
services are  reflected in a monthly fee paid to UFAC.  For further  discussion,
see "Service Fees" below.

SERVICE FEES

On April 30,  1999,  the  Company  entered  into a service  agreement  with UFAC
whereby the Company pays a $25,000 monthly fee for certain services  provided by
UFAC.   Services  included  under  this  agreement  are  management,   marketing

                                        9
<PAGE>
technology,  human resource support, and accounting and reporting.  For the nine
months ended March 31, 2000, the Company incurred $225,000 in service fees under
this  agreement.  The  Company did not incur any  service  fees  related to this
agreement in the same period of the prior fiscal year.

The  Company  also  pays UFAC for  services  performed  beyond  the scope of the
service  agreement.  For the nine  months  ended  March 31,  2000,  the  Company
incurred  $45,000 in  computer  consulting  fees  provided by UFAC that were not
within the scope of the service agreement.

EXPENSES OTHER THAN COMPENSATION AND FRINGE BENEFITS AND UFAC SERVICE FEES

The Company's  expenses  other than  compensation  and fringe  benefits and UFAC
service fees decreased  $190,000  during the nine months ended March 31, 2000 as
compared  to the same  period of the prior  fiscal  year.  The  principal  items
affecting  these  expenses are  decreases of $106,000 in legal fees,  $90,000 in
advertising  and  promotion,  $32,000  depreciation  and  amortization,  and  an
increase of $75,000 in bad debt.

Legal fees decreased  significantly due to the increased need for legal services
during  the  first  nine  months  of  fiscal  1999 in  preparation  of the  UFAC
transaction  that was later  consummated  in April of 1999.  As a portion of the
monthly service fee paid to UFAC includes marketing  resources,  the Company has
decreased  similar services  previously paid to external  sources.  Accordingly,
advertising  and  promotional  expenses have decreased this fiscal year as these
services were  provided by UFAC and recorded  under service fees for the current
period.  Furthermore,  a portion of this reduction is due to the  non-renewal of
the  Company's  share of a luxury suite at a sporting  facility.  Provision  for
doubtful accounts  increased  primarily due to the aging of larger balance loans
to  franchisees  or licensees as compared to the same period of the prior fiscal
year.

INCOME TAXES

The  Company's  income taxes for the nine months ended March 31, 2000 were 39.5%
of its income before taxes, or approximately  the same as they were in the prior
fiscal year.  Changes made in the tax laws by various  states and by the federal
government have not had a material  effect on the Company's  current overall tax
rates;  however,  there is no assurance  that such changes will not occur in the
future.

OTHER INCOME

The  Company's  other income  increased  $29,000 or 29% from $99,000 in the nine
months  ended  March 31,  1999,  to $128,000  in the  current  period.  The most
significant  items  affecting  other income are increases in the gain on sale of
investments and miscellaneous income of $13,000 and $14,000, respectively.

NET INCOME

The  Company's  net income for the nine months  ended  March 31, 2000  increased
$227,000  or 35.2% from  $644,000  in the nine  months  ended  March 31, 1999 to
$871,000 in the current period.  The most significant items affecting net income
were a  $427,000  decrease  in  compensation  and  fringe  benefits,  a $270,000
increase  in fees for  services  provided  by UFAC,  and a $190,000  decrease in
expenses other than compensation and fringe benefits and UFAC service fees.

                                       10
<PAGE>
RESULTS OF  OPERATIONS - THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 1999

REVENUE

The Company's  revenue  decreased 5.7% or $90,000 to $1,482,000 during the three
months  ended  March 31,  2000 from  $1,572,000  in the same period of the prior
fiscal  year.  This  represents  a  $134,000  decrease  in  adjusting  and  risk
management  fees and a $44,000  increase in continuing  licensee and  franchisee
fees.

The decrease of $134,000 in adjusting and risk  management fees from $360,000 in
the three  months  ended March 31, 1999 to  $226,000 in the three  months  ended
March 31, 2000 represents a 37.2% decrease. The Company experienced decreases in
adjusting fees of $72,000 in its Phoenix  office,  $47,000 in its Tucson office,
and $12,000 in its Las  Vegas/Henderson  office.  The remainder of the decrease,
$3,000, is due to a decrease in risk management fees.

The decrease in the Phoenix office mainly  relates to the loss of a client.  The
decrease in the Tucson office is the result of the Company's  sale of the Tucson
office to a new  franchisee  on  January  1,  2000.  Risk  management  fees have
decreased as the Company has ceased providing these services this fiscal year.

The Company's  revenue from  continuing  licensee and franchisee  fees increased
3.6% or $44,000  from  $1,212,000  in the three  months  ended March 31, 1999 to
$1,256,000 in the three months ended March 31, 2000. This increase  reflects the
benefit to the Company's  licensees and  franchisees  from an increase in claims
assignments from insurance companies and self-insureds.

The Company's  revenue is affected by numerous matters  including the work loads
of other companies and claims presented by their clients. Therefore, the Company
is unable to project  its future  revenue.  The Company  has  historically  seen
growth in the licensee and franchisee  fees paid.  However,  during fiscal 1998,
the Company  experienced a decrease in revenue due primarily to the phase out of
a business relationship with its then major client. The Company has responded to
the loss of revenue by  continuing  to develop  and  implement  sales  marketing
efforts to take  advantage  of its  geographic  diversity  as well as the unique
strengths of its individual licensees and franchisees. The Company's revenue did
recover in fiscal 1999, to an amount  comparable  to that of fiscal 1997,  which
was prior to the loss of the  client,  and the  Company  hopes to see  continued
growth in licensee and franchisee fees paid from other sources.

COMPENSATION AND FRINGE BENEFITS

Compensation and fringe benefits represent  approximately 39.1% of the Company's
costs and  expenses  and  represent  the largest  single item of expense.  These
expenses  decreased  42.7% or $295,000  from  $691,000 in the three months ended
March 31,  1999 to $396,000 in the current  three month  period.  A  significant
portion of this decrease is the result of the  retirements  of William J. Rocke,
former  CEO and  former  Chairman  of the  Board,  and  Jean E.  Ryberg,  former
President, on June 30, 1999, and the resignation of Francis J. LaPallo, a former
Executive Vice President, on January 31, 2000.

Certain of the services provided by Mr. Rocke, Mrs. Ryberg,  and Mr. LaPallo are
now  provided by UFAC  pursuant to a service  agreement  between the Company and
UFAC.  Charges for these  services are  reflected in a monthly fee paid to UFAC.
For further discussion, see "Service Fees" below.

SERVICE FEES

On April 30,  1999,  the  Company  entered  into a service  agreement  with UFAC
whereby the Company pays a $25,000 monthly fee for certain services  provided by
UFAC.  Services  included  under  this  agreement  are  management,   marketing,
technology,  human resource support, and accounting and reporting. For the three

                                       11
<PAGE>
months ended March 31, 2000, the Company  incurred  $75,000 in service fees. The
Company did not incur any service  fees  related to this  agreement  in the same
quarter of the prior fiscal year.

The  Company  also  pays UFAC for  services  performed  beyond  the scope of the
service  agreement.  For the three  months  ended  March 31,  2000,  the Company
incurred  $45,000 in  computer  consulting  fees  provided by UFAC that were not
within the scope of the service agreement.

EXPENSES OTHER THAN COMPENSATION AND FRINGE BENEFITS AND UFAC SERVICE FEES

The Company's  expenses  other than  compensation  and fringe  benefits and UFAC
service fees  decreased  $71,000 during the three months ended March 31, 2000 as
compared to the same  quarter of the prior  fiscal  year.  The  principal  items
affecting  these expenses are decreases of $47,000 in advertising and promotion,
$31,000 in office expenses, and $20,000 in depreciation and amortization, and an
increase of $34,000 in the provision for doubtful accounts.

Advertising and promotional expenses decreased $47,000 this quarter as a portion
of  the  monthly  service  fee  paid  to  UFAC  includes  marketing   resources.
Accordingly,  advertising  and  promotional  expenses have decreased this fiscal
year as these services were provided by UFAC and recorded under service fees for
the  current  period.  Furthermore,  a portion of this  reduction  is due to the
non-renewal  of the  Company's  share of a luxury suite at a sporting  facility.
Office  expenses  decreased  $31,000  primarily  as a result  of the sale of the
Tucson office on January 1, 2000.  Accordingly,  the office expenses  associated
with that location have been either eliminated or have decreased  substantially.
Provision for doubtful accounts  increased  primarily due to the aging of larger
balance loans to  franchisees or licensees as compared to the same period fo the
prior fiscal year.

INCOME TAXES

The Company's  income taxes for the three months ended March 31, 2000 were 40.2%
of its income before taxes, or  approximately  the same as they were in the same
period of the prior fiscal year.  Changes made in the tax laws by various states
and by the federal  government  have not had a material  effect on the Company's
current overall tax rates; however, there is no assurance that such changes will
not occur in the future.

OTHER INCOME

The Company's other income  increased  $7,000 or 20.0% from $35,000 in the three
months ended March 31, 1999 to $42,000 in the current  three month  period.  The
most  significant  items affecting  other income include  increases of $8,000 in
interest income,  $3,000 in miscellaneous income, and $5,000 in the loss on sale
of fixed assets, and a decrease of $2,000 in dividend income.

NET INCOME

The  Company's  net income for the three months  ended March 31, 2000  increased
$96,000 or 46.2% from  $208,000  in the three  months  ended  March 31,  1999 to
$304,000 in the current quarter. The most significant items affecting net income
were a $90,000  decrease in revenue,  a $295,000  decrease in  compensation  and
fringe benefits,  a $120,000 increase in fees for services provided by UFAC, and
a $71,000  decrease in expenses other than  compensation and fringe benefits and
UFAC service fees.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss to future earnings,  fair values, or future cash
flows  due to  potential  changes  in the  price of a  financial  instrument.  A
financial  instrument's  value may  change as a result of  changes  in  interest
rates,  exchange  rates,  commodity  prices,  equity  prices,  and other  market
changes.  Market  risk  is  inherent  in all  market  risk  sensitive  financial
instruments.

                                       12
<PAGE>
During the first nine months of fiscal 2000,  the Company did own an  immaterial
number of common  stock  shares  that it sold in October  1999.  Therefore,  the
Company is no longer exposed to any market risk associated with this investment.

The  Company has a book value of $619,000  invested in  municipal  bonds that it
carries as long term held to maturity investments. An increase in interest rates
would result in a decline in the market  value of the bonds.  These bonds mature
between  2005 and 2031.  As the Company has the intent and ability to hold these
bonds to maturity,  the market risk associated with these bonds is insignificant
and does not have a material effect on the financial statements.

Although  the Company  wholly owns a Canadian  subsidiary,  the cash held by the
Canadian subsidiary is not material to the Company's operations.  Therefore, any
foreign currency  fluctuations would not have a material effect on the Company's
financial statements.

                           PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In June  1999,  Safeway  Inc.  filed a  complaint  against  multiple  defendants
including  the Company in the United  States  District  Court in  Nebraska.  The
complaint  arises from the alleged  embezzlement  of over $1,800,000 by a former
franchisee of the Company.  The complaint  alleges claims against the Company in
connection  with claims  services  provided  for the  benefit of Safeway,  Inc.,
including breach of fiduciary duty,  negligent  failure to monitor or supervise,
vicarious liability,  and breach of contract.  The complaint seeks an accounting
and a recovery of compensatory  damages of at least $1,800,000.  The Company has
denied the allegations of liability  contained in the complaint.  As the lawsuit
is still in its earliest phase,  the Company cannot yet assess the merits of the
complaint  or  whether  this  suit will have a  material  adverse  effect on the
Company.  The Company has sought  coverage under various  insurance  policies it
holds and has received  denials of coverage from the  carriers.  As of March 31,
2000, the Company has not accrued any liability with respect to this lawsuit.

From time to time in the normal course of its business,  the Company is named as
a defendant in lawsuits.  With exception of the complaint  described  above, the
Company does not believe that it is subject to any such  lawsuits or  litigation
or threatened lawsuits or litigation that will have a material adverse effect on
the Company or its business.

ITEM 2. Not Applicable

ITEM 3. Not Applicable

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

On January 26, 2000, the Company held its 1999 Annual Shareholders' Meeting.

The Company's Board of Directors were reelected with 8,473,719 shares being cast
and 18,144 shares withholding  authority.  The Directors elected and the numbers
of votes each received are as follows:

            John M. Davies                   8,434,998
            Jeffrey R. Harcourt              8,434,998
            Troy M. Huth                     8,434,998
            Jeffrey C. Jordan                8,434,998
            Francis J. LaPallo               8,454,626
            Louis T. Mastos                  8,449,826
            William J. Rocke                 8,392,326
            Jean E. Ryberg                   8,393,826
            William A. White                 8,455,276

                                       13
<PAGE>
The Company's  shareholders ratified the appointment of McGladrey & Pullen, LLP,
Certified Public  Accountants,  as the auditors of the Company for the Company's
fiscal  year  ending  June 30, 2000 with  8,419,419  affirmative  votes,  24,278
against, and 30,022 abstaining.

Subsequent to the Company's Annual  Shareholders'  Meeting, Mr. LaPallo resigned
from the Board and from  employment  with the  Company and Kenneth A. Sexton was
appointed to the Board to fill the vacancy.

ITEM 5. Not Applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS

          27 - Financial Data Schedule

     (b)  REPORTS ON FORM 8-K

          The Company  filed a Form 8-K on December 2, 1999,  to report a change
          in ownership of the Company's majority shareholder, UFAC.

                                       14
<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                        FRONTIER ADJUSTERS OF AMERICA, INC.



Date: 5/10/00                           /s/ Troy M. Huth
                                        ----------------------------------------
                                        Troy M. Huth, President, Chief Executive
                                        Officer and Director


Date: 5/10/00                           /s/ Jeffrey R. Harcourt
                                        ----------------------------------------
                                        Jeffrey R. Harcourt, Chief Financial
                                        Officer and Director

                                       15